What is Form 23?
Form 23 is an official form required by the Securities and Exchange Commission of Pakistan (SECP) to record and report special resolutions and certain types of ordinary resolutions passed by a company’s members or board. When your company makes a significant decision that affects its structure, management, capital, or other major elements, you must inform SECP by submitting Form 23.
This form ensures that SECP is aware of major corporate decisions and that your company remains in full compliance with the Companies Act, 2017.
When is Form 23 Required?
Form 23 must be filed when a company passes a resolution that is either:
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A special resolution (passed by a supermajority, usually 75%)
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A certain ordinary resolution that legally requires filing with SECP (e.g., change of directors, increase in authorized capital)
Examples of decisions that require Form 23 include:
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Changing the company name
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Altering the memorandum or articles of association
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Increasing or decreasing authorized share capital
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Conversion from private to public company or vice versa
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Shifting the registered office from one city to another
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Winding up or voluntarily dissolving the company
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Any other resolution requiring SECP approval under the law
Who Needs to File Form 23?
All companies registered under the Companies Act, 2017—whether private limited, public limited, or single member—must file Form 23 whenever an applicable resolution is passed in a general meeting or through circulation.
If your company is making a key decision that alters its legal or structural standing, Form 23 is likely required.
What Information is Required in Form 23?
Form 23 is used to officially notify SECP of the passed resolution. You’ll need the following details:
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Company name and incorporation number
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Date and type of meeting (e.g., AGM, EGM, board meeting)
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Nature of the resolution (special or ordinary)
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Full text of the resolution as passed
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Date of passing the resolution
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Certified true copy of the resolution
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Name and signature of authorized person (director or company secretary)
If the resolution affects the company’s Memorandum or Articles of Association, then an updated copy reflecting the change must also be attached.
Deadline for Filing Form 23
Form 23 must be filed with SECP within 15 days from the date the resolution is passed. Failing to do so can lead to penalties and regulatory issues.
How to Submit Form 23
You can file Form 23 online via SECP’s e-Services portal:
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Log in with your company credentials
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Select the “Form 23 – Filing of Resolution” option
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Fill out the form with resolution details
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Attach certified true copy of the resolution and other documents
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Generate challan and pay the filing fee
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Submit online and receive the acknowledgment
Manual submission is also allowed, but online filing is faster and more efficient.
Filing Fee for Form 23
The fee varies depending on your company’s status and share capital. A challan will be generated during the filing process, and it must be paid before submission is accepted.
Why is Form 23 Important?
Filing Form 23 ensures legal recognition of important decisions by your company. It keeps the company’s public record updated and demonstrates transparency and good governance. Many company changes are not considered effective in the eyes of law until Form 23 is submitted and approved. It’s also useful when applying for bank accounts, licenses, or investments, as your corporate profile must match SECP records.
What Happens If You Don’t File Form 23?
If you do not file Form 23 within the allowed time:
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SECP may impose penalties or late fees
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Your resolution may not be considered legally valid
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You may face compliance issues in audits or when applying for approvals
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Your company’s reputation and standing with SECP could be affected
Common Mistakes to Avoid
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Forgetting to attach a certified true copy of the resolution
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Missing the 15-day deadline
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Submitting incorrect meeting dates or resolution wording
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Failing to update the Memorandum or Articles when required
In Summary
SECP Form 23 is a critical compliance step when your company makes major decisions that require shareholder or board approval. It is used to notify SECP of special resolutions and certain ordinary resolutions. Filing it on time keeps your company compliant and legally protected. Always ensure proper documentation, clear resolution wording, and timely filing to avoid any issues. If you are unsure whether your resolution needs to be filed via Form 23, consult a corporate advisor or legal expert.
